Risk of Erosion of Corporate Value and Common Shareholder Interests Through Large-Scale Purchases

「To provide high-value-added services and solutions to consumers (customers), content holders (rights holders) and event promoters through the Company's EC sites, promotional media and distribution platforms, as well as its halls and theaters (collectively referred to as PIA's distinctive value chain).」

「However, it cannot be denied that some large-scale purchases of shares and similar transactions may fail to provide shareholders with the time needed to examine the details of the purchase and for the board of directors to compile its opinion, present an alternative proposal where necessary, and negotiate with the purchaser or other party for shareholders; may fail to provide sufficient information on management policies and policies for recovering invested capital within a reasonable period; may be plainly abusive transactions likely to impair the Company's corporate value and, consequently, the common interests of shareholders; or may involve terms that are insufficient or inappropriate in light of the Company's intrinsic value, among other transactions that could impair the Company's corporate value and the common interests of shareholders.」

「The Company recognizes that the sources of its corporate value lie in: ①' establishing a business model that provides higher-value-added services and solutions to consumers (customers), content holders (rights holders) and event promoters through the EC sites, promotional media and distribution platforms operated by the Company, together with the continuous provision of enjoyable products and services; ②' building extensive corporate partnerships and personal networks in the entertainment industry; ③' accumulating know-how that enables the editing, planning and advertising of various leisure and entertainment information from the user's perspective; and ④' building the “PIA brand” through synergies from management innovation efforts based on PIA IDENTITY (established in 1998), which is founded on the corporate philosophy “Each person living vibrantly,” and making maximum use of this brand value.」

「The Company will submit to a shareholders meeting resolutions on introducing measures to address large-scale acquisitions of the Company's shares, including takeover defenses, and will publicize the contents of those measures through timely disclosure on the Tokyo Stock Exchange, disclosure in statutory documents such as the Company's business report, and publication on the Company's website and elsewhere.」

「The Company will submit to a shareholders meeting resolutions on introducing measures to address large-scale acquisitions of the Company's shares, including takeover defenses, and will publicize the contents of those measures through timely disclosure on the Tokyo Stock Exchange, disclosure in statutory documents such as the Company's business report, and publication on the Company's website and elsewhere.」

「It cannot be denied that some large-scale purchases of shares and similar transactions may fail to provide shareholders with the time needed to examine the details of the purchase and for the board of directors to compile its opinion, present an alternative proposal where necessary, and negotiate with the purchaser or other party for shareholders; may fail to provide sufficient information on management policies and policies for recovering invested capital within a reasonable period; or may be plainly abusive transactions that would impair the Company's corporate value and, consequently, the common interests of shareholders.」